Transfer of Partnership Interests definition

Transfer of Partnership Interests. No partner has the right to sell or ------------------------------------- otherwise transfer or encumber his Partnership interest or any part thereof except upon, the following terms and conditions and under the following circumstances. The interest of a partner, or any part thereof which he desires to sell or otherwise transfer, may be transferred: 9.3.1 To any entity, whether incorporated or unincorporated, in which a ----- partner or partners of this Partnership continue to retain at least a fifty-one percent (51%) of the ownership interests and voting control of the entity;
Sample 1

Examples of Transfer of Partnership Interests in a sentence

  • Such opinions, representations, warranties and indemnities may include, without limitation, assurance that the Transfer of Partnership Interests is exempt from any registration or qualification provisions arising under applicable federal and state securities laws and would not require the registration or qualification of the Partnership Interest under any such laws.

  • The restrictions set forth in such clauses (i) and (ii), together with the restrictions on the Transfer of Partnership Interests set forth in Section 10.5(b)(ii), are intended to limit transfers of interests in the Partnership in such a manner as to permit the Partnership to qualify for the safe harbors from treatment as a publicly traded partnership set forth in Treasury Regulations Sections 1.7704-1(d), (e), (f) and (j) and shall be construed and administered in accordance therewith.

  • Notwithstanding anything to the contrary contained in this Agreement, the Partners hereby consent to the Transfer of Partnership Interests pursuant to the terms of such Exchange Rights Agreement, without compliance with any of the other provisions of this Agreement.

  • The Partnership shall maintain books for the purpose of registering the Transfer of Partnership Interests.

  • In any transaction constituting a Significant Event involving the Transfer of Partnership Interests, the proceeds of such Significant Event shall be shared among the Partners as such proceeds would be distributed pursuant to Section 5.12(b)(iv) and Section 12.4 as if the Significant Event was a sale of the Partnership’s assets.

  • For example, transfers of DC Corp Shares shall only be permitted on the same terms as the Transfer of Partnership Interests pursuant to the provisions of Article 8 of this Agreement.

  • Subject to the provisions of this Agreement relating to the Transfer of Partnership Interests, this Agreement shall be binding upon and inure to the benefit of the parties signatory hereto, and their respective distributees, successors and assigns.Section 11.5 Interpretation.

  • Any purported Transfer of Partnership Interests that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

  • Notwithstanding the foregoing, upon a Transfer of Partnership Interests to AMG in compliance with the provisions of Section 5.1(b) above, AMG shall be admitted to the Partnership as a Limited Partner with respect to the Partnership Interests so transferred, without the necessity for a Majority Vote.

  • In connection with any Transfer (including any Permitted Transfer), the Partnership, each Limited Partner and each transferee of Partnership Interests shall cooperate with any applicable Gaming Authority in respect of any suitability investigation (if so required) and any Transfer of Partnership Interests shall be contingent upon the transferee being found suitable by any applicable Gaming Authority (if so required).

Related to Transfer of Partnership Interests

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • Membership Interests has the meaning set forth in the recitals.

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Class A Membership Interest means a Class A Membership Interest in Holdings.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • Beneficial Ownership Interest means the right to receive payments and notices with respect to the Bonds held in a Book Entry System.

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Company Interests has the meaning set forth in the Recitals.

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Continuing ownership interest means ownership of or entitlement to more than twenty five per cent of shares or capital or profits of the company;

  • Partnership Unit Designation shall have the meaning set forth in Section 4.2.A hereof.

  • LLC Interests shall have the meaning given to such term in Section 6.1.